SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2001 ----------------- UNITED DOMINION REALTY TRUST, INC. ---------------------------------- (Exact name of registrant as specified in its charter) Virginia 1-10524 54-0857512 ------------------------------- ---------------------------- ------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation of organization) Identification No.) 400 East Cary Street, Richmond, Virginia 23219 ----------------------------------------------- (Address of principal executive offices - zip code) (804) 780-2691 -------------- Registrant's telephone number, including area code ITEM 5. OTHER EVENTS On December 18, 2001, United Dominion Realty Trust, Inc. ("United Dominion"), the registrant, issued a Press Release announcing the offering of 4.1 million shares of Common Stock. The following is a summary of United Dominion Realty Trust, Inc.'s Press Release: UNITED DOMINION REALTY TRUST ANNOUNCES OFFERING OF 4.1 MILLION SHARES OF COMMON STOCK RICHMOND, Virginia (December 18, 2001) United Dominion Realty Trust, Inc. (NYSE: UDR) today announced an offering of 4.1 million shares of Common Stock at a price per share of $14.40 to the public. The sole underwriter for the offering was Salomon Smith Barney. Delivery of the shares sold in this offering is scheduled for December 21, 2001. United Dominion is one of the country's largest multifamily real estate investment trusts owning and operating apartment communities nationwide. The Company currently owns all or an interest in approximately 76,000 apartment homes and is the developer for over 800 homes under construction. United Dominion's common stock is traded on the New York Stock Exchange under the symbol UDR. Additional information about United Dominion may be found on its web site at www.udrt.com. ------------ In addition to historical information, this press release contains forward- looking statements. The statements are based on current expectations, estimates and projections about the industry and markets in which United Dominion operates, as well as management's beliefs and assumptions. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties, which may cause the company's actual results, performance, achievements pursuant to its disposition programs and its other activities to be materially different from the results, plans or expectations expressed or implied by such statements. For more details, please refer to the company's SEC filings, including its most recent annual report on Form 10-K and quarterly reports on Form 10-Q. ### 2 Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED DOMINION REALTY TRUST, INC. Date: December 20, 2001 /s/ Christopher D. Genry ------------------------------------ ------------------------------ Christopher D. Genry Executive Vice President and Chief Financial Officer Date: December 20, 2001 /s/ Scott A. Shanaberger ------------------------------------- ------------------------------- Scott A. Shanaberger Vice President and Chief Accounting Officer 3